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Brian Kellow's new biography reveals how the New Yorker critic was lured to L.A. by Warren Beatty but soon sidelined at Paramount by Barry Diller and the late Don Simpson.

Pauline Kael, who died in 2001, was as vivid a film critic as any of the movies she wrote about – often more so. Her impressive body of work has been collected in The Age of Movies: Selected Writings of Pauline Kael, which the Library of America is publishing Oct. 27. Marking the occasion, the New York Film Festival recently remembered Kael with a special program that combined a panel discussion that included such critics as The Hollywood Reporter’s Todd McCarthy and a screening of James Toback’s Fingers, one of the movies she championed.

Kael didn’t just write about movies, though. In 1979, at the invitation of Warren Beatty, she came to Hollywood to work in the movie business herself -- with both Toback and Beatty. Her Hollywood adventure proved to be short-lived. Filmmakers, even friends like Toback, didn’t always appreciate her opionated manner. And so she returned to her home at the New Yorker, wiser, she would say, about the ways of Hollywood.

In this exclusive excerpt from his new biography, Pauline Kael: A Life in the Dark, which Viking Adult publishes Oct. 27, author Brian Kellow recounts Kael’s tenure in Hollywood, from Beatty’s promises through a break with Toback and then the frustrating months she spent as a creative consultant at Paramount.

There is a famous story about Fred Zinnemann, the veteran director of From Here to Eternity and The Nun’s Story, being interviewed in the 1980s by a young, arrogant studio executive with no knowledge of movie history, for a job directing a major new studio film.

“So,” said the executive, having done no homework whatsoever on the director’s distinguished career. “Tell me—what have you done?”

“You first,” said Zinnemann.

While Pauline Kael’s desire to go to work in Hollywood was unquestionably driven by her long-held ambition to have an effect on how movies got made, she had a much simpler motivation as well—money. Her half-year’s salary at The New Yorker, where she alternated every six months with Penelope Gilliatt, was still insufficient for her and her daughter Gina to live at any consistent level of comfort, and as she approached sixty, she became increasingly concerned about building up a nest egg. She worried that her meager earnings at the magazine would never be enough to provide Gina with any kind of inheritance. And now she faced the prospect of more money than she had ever seen in her life.

Her attorney Kenneth Ziffren’s negotiations with Warren Beatty’s lawyer, David Saunders of Mitchell, Silberberg & Knupp, were complicated and protracted. “Now I know what Warren meant when he said that his attorneys must get paid by the word,” Ziffren wrote to Pauline, adding that it would “probably take the whole weekend” to examine the contract that Saunders had sent over. In the end Ziffren worked out a very attractive deal for her: She would receive a salary of $150,000 a year, payable in monthly installments. Her first project was to be James Toback’s Love and Money. The agreement stipulated that if one of the films she worked on wound up being produced, her annual salary would rise to $175,000 for the second picture and to $200,000 for the third and any succeeding ones. Ziffren also secured a payment of $750 weekly for Richard Albarino to act as Pauline’s associate producer on Love and Money. She was granted the right to remove her credit on any picture, provided that Beatty decided to remove his. And there were various other perks thrown in, including reimbursement for transportation, since she still didn’t drive.

One thing was clear to everyone close to her: Despite the fact that she had left the door open by only requesting a leave of absence from The New Yorker, she was not at all sure she would ever return. Pauline viewed her job with Beatty as the first step in a complete career change but was careful in her comments to the press, saying that if the job didn’t pan out, she would return to criticism. Ziffren recalled, “She was keen to break loose from what she had been doing all her professional life and to try to do it from another chair, or another typewriter, so to speak.”

Pauline’s work on Love and Money began in Great Barrington, before she moved west. To Albarino, James Toback was someone who viewed himself as a kind of laboratory for his own fantasies. “He never wrote or made anything that he hadn’t experienced first,” observed Albarino. “He can’t write fiction; he can only write diaries, and dramatize them.” The immediate problem was that Pauline thought the script for Love and Money was a mess. She and Albarino would have late-night meetings at her room at the Royalton Hotel to discuss the script’s problems. Eventually the deadline for submitting the script loomed, and Pauline panicked. Horrified by the thought that the first picture her name would be linked with might be a dud, she telephoned Albarino and told him that she needed him to rewrite the script in ten days. Over a meeting at the Harvard Club, Toback agreed to let them rework it. Albarino quit his job, drove up to Great Barrington, and went to work. At that time of year it was bitterly cold in Massachusetts, and he and Pauline stayed up for several nights, fortifying themselves with brandy as they worked away. She seemed oddly protective of Toback at times: When Albarino devised a lengthy, Bertolucci-like tracking sequence around a bungalow, of which he was rather proud, Pauline rejected it, protesting that Toback would never know how to direct it.

As the week wore on Albarino realized that the current ending didn’t work. At around ten o’clock one night, he drove to a local supermarket, where he suddenly came up with a way to fix it. He rushed back to Pauline’s and told her his idea. She approved of it, and he sat down to write. “I typed about four words,” said Albarino, “and she burst in and said, ‘Is it done?’ I broke down crying. That’s how fraught this circumstance was.”

With the script completed, Pauline and Albarino flew out to Hollywood together. A few evenings later she reported to him that the script had met with general enthusiasm.

Pauline found a second-floor apartment in Beverly Hills. It was a lovely old-style L.A. setting, and she quickly made herself at home there. She took taxis to and from her office at Paramount, where Beatty was headquartered, and enjoyed getting caught up with old friends such as critic Joe Morgenstern and his wife, actress Piper Laurie, studio executive Marcia Nasatir and directors Paul Mazursky and Irvin Kershner.

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In a short time, Pauline demonstrated her lack of finesse at the game of studio politics. It led her to deliver a number of blunt judgments to various executives, who weren’t used to being spoken to quite so sharply. She and Toback also had major disagreements about various aspects of Love and Money. Disagreements, of course, are a standard part of the production process in Hollywood, but Pauline had had no experience in this atmosphere. Her battles with New Yorker editor William Shawn over copy may have been ongoing, but the process of putting together a movie involved far more people and ideas, and she was not accustomed to such a complex mix of opinions and points of view from creative, marketing, and merchandising personnel.

One principal conflict between Pauline and Toback involved the sanctity of the script. Toback looked at it in much the same way that director Robert Altman did—as a constantly evolving work in progress. He knew that on the set any number of changes would be made, because he regarded a script as nothing more than “a blueprint which may or may not work.” Pauline, however, thought that her greatest asset as a producer was attentiveness to the screenplay; she believed that many potentially good films of recent years had gone off the rails because the producers hadn’t cared enough to weigh in on the writing. “I found it impossible to work with her,” Toback remembered, “because she was fetishistic about the script. There are certain things that work theoretically that don’t work practically. She was insistent on mapping things out, with the most precise and neat sense of certainty, in a way that made me feel she had never actually been on a set.”

Both Pauline and Toback were also becoming increasingly anxious about another project that was occupying more and more of Beatty’s attention: a large-scale drama based on the lives of the socialist revolutionary John Reed and his wife, Louise Bryant. It had became clear, once Pauline arrived in Hollywood, that Beatty was far more interested in making that film than he was Love and Money. She was dead set against the Reed film and repeatedly tried to talk Beatty out of doing it, warning him that it was a pompous, grandiose idea, and accusing him of trying to reinvent himself as the new David Lean.

After several weeks of arguing with Pauline over the script of Love and Money, Toback went to Beatty and told him that he was not going to be able to function with her as the film’s producer. Beatty assured him that it would be foolish, if not suicidal, of him to drop the most powerful movie critic in America from his movie, but Toback was adamant. Beatty finally agreed to accede to his demand, on the condition that he be allowed to tell Pauline that the whole idea of dropping her was Toback’s and that he, Beatty, did not support it.

A meeting was called at the Beverly Wilshire Hotel, with Beatty, Toback, Pauline, and Albarino. “I feel very badly,” she said when informed of the decision. “This is not the way I wanted it to work out. I don’t feel it’s necessary to stop working, but if Jim does, I guess I have to accept it.” Beatty was true to his word, telling her repeatedly that her dismissal was not his idea and that he thought it was a mistake.

The firing of Pauline from Love and Money also presented Beatty with a very real practical problem: He had sold Paramount’s CEO, Barry Diller, on the idea of Toback and Pauline as a team. By 1980, Diller, in his late thirties, was riding high. As CEO and chairman of Paramount Pictures, he was a wizard at promotion, and he saw to it that Paramount’s marketing budgets were beefed up to unheard-of levels. He also rejected the notion of opening big movies slowly and gradually, allowing word of mouth to build. Diller felt this process backfired more often than it succeeded, and drove home the new method of mass release, getting audiences into theaters before a wide received opinion had been formed.

At Paramount, Diller had scored enormous successes with Saturday Night Fever and Grease. He was a great admirer of Pauline’s, and both his and Beatty’s reputations had risen even higher when word got out that they had managed to sign up the country’s most important critic. It was seen as a joke on the New York establishment: Hollywood money was still all-powerful—even Pauline Kael could be bought. Now, however, Beatty would have to inform Diller that he was delivering only half of the package, and predicted that Diller would withdraw financing for Love and Money, which is ultimately what came to pass. The project bounced over to Lorimar, where it eventually got made. But Pauline’s name -- along with Albarino’s -- was removed from it.

Only one trace of her influence on the movie remained: She had insisted that Toback cast her old comedy idol Harry Ritz in a key role. Even that fizzled, however: Toback went to Las Vegas, interviewed Ritz, and agreed that he would be fine in the part. Once filming began at Lorimar, though, Ritz lasted only a single day. “He was confused,” recalled Toback. “He had a lot of trouble with his lines. He didn’t know whether he was any good.” At the end of the day’s shooting, Ritz called Toback into his trailer and begged to be released from the film. “You have to let me go back to Las Vegas,” he said. “I can’t do this. I’m going to embarrass you. I’m going to embarrass the movie. I’m not up to it.” He was replaced by the director King Vidor.

In order to allow them all—Diller included—to save face, Beatty arranged a new deal for Pauline with Paramount. She was to stay on as a “creative production executive,” helping to develop a number of potential screen projects. The new contract stipulated that she would suggest ideas for films, read novels and scripts, comment on works in progress, and suggest directors, actors, producers, and other talent for specific projects. She started the new post on May 1, 1979. Her contract ran for five months, at a salary of $50,000—a considerable drop from her producer’s salary, but still far more than The New Yorker had paid her. Pauline later recalled that this position consisted of sitting in an office and talking to various producers who happened to drop by, offering her opinions on a wide range of story ideas. She remembered that most people were extremely courteous—partly, she thought, because they respected her, but also because they feared her and the possibility that she might write poisonous things about her experience in Hollywood.

News of Pauline’s difficulties was inevitably leaked to the press, and Newsweek quoted one studio insider as saying that she “did a masterful job of alienating everybody within six weeks.” Pauline claimed that she was pleased to be relieved of her producing duties because “producers just stand around and wring their hands,” and asserted that her new post was much more to her liking. But her new job soon became even more problematic than the old one had been. There was a distinct hierarchy at Paramount: Diller was the studio chief; Michael Eisner, an old ABC TV colleague who had helped launch the monster hits Happy Days and Laverne and Shirley, and whom Diller had induced to join Paramount, was CEO; and Donald Simpson was senior vice president of worldwide production. Unfortunately for Pauline, Simpson was the one who effectively ran studio operations—and the executive to whom she was directly answerable. Simpson would soon become a Hollywood legend, one of the individuals who changed the industry permanently with his “marketing first, production second” paradigm. He helped refine the idea that a movie blockbuster did not require careful planning before being presented to the studios; a mammoth hit could spring from a pitch that lasted no more than thirty seconds. Sometimes it could even spring from a single line, a single idea—as long as it was something the marketing executives could sell. This became known as “high concept,” memorably described by Simpson’s biographer, Charles Fleming, as “a supercharged, simpleminded creature, an Aesop’s fable on crystal meth.” Pauline’s own notions about developing properties ran completely opposite to Simpson’s, and she soon found herself caught in the crossfire of studio politics.

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One of the difficulties was that Simpson had not been involved in the hiring of Pauline; Beatty had cut the deal directly with Diller, who ultimately handed her over to Simpson. According to Toback, Simpson had been enraged, feeling that he had been treated like a studio errand boy. It was he who made the decision to kill Love and Money, and he decided, on principle, to block whatever Pauline proposed. Years later he told Toback that when Pauline was put under his supervision, “It was a cake put in my lap, and all I had to do was take out my knife. Rarely in life can you pay back an insult so easily and so quickly.”

Surviving studio correspondence bears out that this was the state of affairs in which Pauline found herself mired. She attempted to launch a number of projects after being taken off Love and Money. One was Quinces, an original script by her good friend and Great Barrington neighbor, the humorist Roy Blount, Jr. It went nowhere, and everything for which she subsequently expressed enthusiasm was routinely shot down by Simpson. “Dear Pauline,” he wrote to her in late July, “as we discussed last Friday night at the Brian De Palma movie, this is a piece of material that we are not interested in. We just don’t believe in it as a movie.” On another occasion, referring to a script called Dixianne, Simpson wrote, “Eisner and I have reviewed one more time and, unfortunately, it is still pass. Clearly this is a case of oversight versus foresight. At least, as Roy Blount Jr. would say, ‘You’re batting 500.’ Warmest regards, Don Simpson.”

Soon enough she realized that it was not possible for her to survive in this environment. She was appalled by the coarse behavior of some of the executives, particularly at one casting session, in which she witnessed a selection of actress’s eight-by-ten head shots divided into two piles: “Would fuck her” and “Wouldn’t fuck her.” She had assumed that people would want to listen to what she had to say, and she quickly understood that while they might be polite on the surface, they regarded her as completely disposable. She was hurt, angry, and humiliated, and in the end, only one project she was keen on—The Elephant Man, the story of Joseph Merrick, a deformed man who lived in London during the Victorian era—managed to find its way into production, under the brilliant direction of David Lynch.

Many people who knew her well speculated that her hiring by Paramount had all been part of an elaborate plan by Beatty after her damning review of Heaven Can Wait, his 1978 romantic comedy hit. “Warren’s power to charm cannot be overestimated,” observed the actor-writer Buck Henry. “Everyone he has ever worked with has had knock-down drag-out fights with him, and yet they—or at least many of them—come back for more. And the fact is that he is great fun to spend time with when there isn’t some horrible problem.” Pauline, however, seems never to have accused Beatty of tricking her. In interviews after leaving Hollywood, she always stressed how fairly and decently she had been treated by Beatty. She gently dismissed the whole matter by saying that she had underestimated the demands of movie producing—that she had realized, early on, that she was not the kind of person to corral a group of creative people and ride herd on them until they did what she wanted. “An awful lot of the time in Hollywood was spent mulling over the same things,” she said, “because you talk to people and two days later they come back and talk over the same problems, and I got very impatient. It’s hard not to show it.”

There was truth in all of this—but the biggest truth of all was that she simply missed writing, and the power base that had gone with it. Now that she gotten a close view of what went on in Hollywood, she felt that she had gained an advantage that no other film critic really had. Now she really knew something about how movies were—or weren’t—made, and she could impart that knowledge to her readers. She did discuss other career possibilities—Kenneth Ziffren recalled that there was some talk about how she might use her talents effectively in the theater—but in the end, she decided that what she wanted most was to return to The New Yorker.

While she was still in Hollywood, she had lunch with Paul Schrader at Nickodell’s, an old-time Melrose Place restaurant that was the unofficial commissary of Paramount Pictures. Once they had gotten settled in, Schrader explained his reason for wanting to see her. Pauline had commented to someone at an industry party that he was a good writer who would never make a good director. From Schrader’s viewpoint, this was extremely damaging: She was, after all, speaking not to her readers in the pages of The New Yorker but to people in the movie business who would make decisions about whether or not to hire him. “You are trying to destroy my career from the inside,” Schrader told her, “and I’ve got to call you on it.” Schrader recalls that Pauline gave him a “typical kind of mealy-mouthed response—‘I didn’t really mean it that way’—like any politician.”

In the meantime, The New Yorker was having some rather public problems of its own. In March, shortly after Pauline had written her farewell review of The Warriors, the magazine had published a profile of the celebrated British author Graham Greene, written by Penelope Gilliatt. In April, William Shawn received a letter from the writer Michael Mewshaw, who offered compelling evidence that Gilliatt was guilty of plagiarism: Entire sentences and phrases, as well as a number of paraphrased ideas and sentences, had been lifted directly from an article Mewshaw had written for The Nation in mid-1977, one that was later reprinted in both The London Magazine and the Italian publication Grazia. Gilliatt’s final paragraph had consisted of fourteen sentences, eight of which were stolen from Mewshaw. Mewshaw’s attorney had urged him to pursue high-cost damages, but because the magazine had a high reputation, and because it had run positive reviews of two of his novels, Mewshaw asked Shawn for only $1,000, in addition to a printed acknowledgment that Gilliatt had plagiarized his piece.

A few days later Shawn received a letter from Graham Greene himself, who stated that after he counted fifty errors and misquotations in Gilliatt’s published profile, he gave up reading it. It was a shocking embarrassment for The New Yorker, which, under Shawn’s guidance, had successfully maintained a reputation for irreproachable professional standards. A key part of that reputation had been the magazine’s fact-checking department, which still kept up a watch so fastidious that it drove some authors to distraction. But it was not the first time Gilliatt had come under fire for “borrowing” from other writers. In 1974 Sandra Berwind, a professor of English at Bryn Mawr, had written to Shawn complaining that Gilliatt, in her review of Paul Mazursky’s Harry and Tonto, had borrowed heavily from W. B. Yeats’s Essays and Introductions.

Berwind’s complaints prompted a telephone call from Shawn, who obsequiously thanked her for her letter, then said, “I suppose, Professor Berwind, that in your line of work you come upon students who plagiarize. And I suppose you are understanding at times and forgive them?” Shawn vacillated throughout his conversation with Berwind, who remembered him as being “kind of patronizing. No indication of doing one thing or the other.”

In 1978 Andy Holtzman, film program coordinator for the New York Shakespeare Festival, accused Gilliatt of showing up twenty-five minutes late for a screening of the documentary film Deal, ignoring the festival’s attempts to schedule another screening, and then publishing a negative review in The New Yorker. Holtzman suggested reassigning the film to Pauline, but again, the complaint about Gilliatt fell on deaf ears.

For years Gilliatt’s drinking had been a well-known problem among film producers, publicists, critics, and The New Yorker staff. Critic Howard Kissel recalled a screening that he attended in the late 1970s. Gilliatt had failed to show up for it, and after delaying the start time as long as possible, a nervous team of publicists had screened the film without her. After the movie was finished, Kissel and his fellow critics attempted to exit the screening, but they couldn’t leave the room: Gilliatt, blind drunk, had arrived late and passed out against the door.

Not even Shawn, however, could completely ignore the Michael Mewshaw matter, and The New Yorker agreed to the writer’s demands for a $1,000 payment. But Shawn, in enabler mode, told Mewshaw that Gilliatt had been plagued by personal problems, and persuaded him to drop his request for a printed acknowledgment of her plagiarism. Instead, he placed her on a leave of absence from the magazine.

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By the end of 1979 Pauline had not renewed her five-month contract with Paramount, and her Hollywood episode came to an end (though she always claimed that she had received other offers that would have enabled her to remain in Hollywood). To the press she remarked that she hadn’t had enough energy to accomplish her goals at Paramount. “Frankly, many producers aren’t doing the job that they should; the director is asked to carry too large a burden,” she told The Hollywood Reporter. She put the blame for the high quotient of misguided movies on the producers: often, actors were miscast, rewrites were abandoned, the thread of the movie was lost, simply because the producer had failed to do his job.

She contacted Shawn and told him that she would like to return to her old post—a proposition that was much more attractive to her now that Penelope Gilliatt’s future with the magazine was in question. It wasn’t a matter, however, of simply saying she wanted to come back. Shawn had to decide what to do about Roger Angell, Susan Lardner, and Renata Adler, all of whom had taken a turn writing “The Current Cinema.” Pauline headed back to New York and waited to hear how Shawn would prepare for her reentry. She busied herself with lecture appearances, including a visiting writers’ symposium at Vanderbilt University on March 26, at which she spoke of the decline in quality movies. “You work for a long time to become a writer,” she complained to the audience, “and then your subject is cut out from under you.”

She was stunned when she discovered that Shawn did not want her to rejoin the staff. She had assumed that, given her reputation, it would be relatively easy to work out the details. Her fame was at its height. Her new publisher, Holt, Rinehart and Winston, was preparing to bring out her new collection. And now, after all she had done to raise the magazine’s visibility and attract younger readers, Shawn was saying he didn’t want her.

Pauline delivered the shocking news to the staff editor William Whitworth, who immediately went to Shawn’s office to discuss the matter. It was an unwritten rule that one was not supposed to question Shawn’s staff decisions, but Whitworth managed to bring up the matter of Pauline tactfully. “He went into a long explanation that she had corrupted herself by adopting the ways and standards of Hollywood,” Whitworth remembered. “He talked for some time. When something was immoral, that was one of the magic words for him—‘corrupted.’ He would explain it to you like a teacher or a theologian—at length. I went away just stunned. It was so unexpected and impractical. This was when movies were really something in the culture. I just thought she was tremendously important to us.”

Whitworth appealed to Shawn a few days later, pointing out that the leave of absence that Pauline had taken implied that she would be able to return when her Hollywood period was finished. It was the kind of point of honor on which Shawn was always quite vulnerable, and after listening to Whitworth’s entreaties, he reluctantly agreed that Pauline could resume her position. Eventually it was worked out that she would begin writing full-time for the magazine in the fall of 1980.

In the years to come Pauline would always be extremely reticent about the details of her time in Hollywood. If pressed by an interviewer, she would give her own carefully orchestrated version of what had transpired, but the experience had clearly left its mark on her. As author Jeanine Basinger said, “I had the feeling that what had happened to her there shocked her. She was not a woman who failed at things. She had a sense of shame and failure, and I think she buried it.”